FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PEZZIMENTI WILLIAM 		2. Issuer Name and Ticker or Trading Symbol

GLOBAL TRAFFIC NETWORK, INC. [ GNET ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Pres. & Director of ATN
(Last)          (First)          (Middle)

LEVEL 42 NORTHPOINT, 100 MILLER STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/23/2011
(Street)

NORTH SYDNEY, C3 2060
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/23/2011     U    25222   (1) D $14   39999   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)   $6.8                      (3) 3/12/2018   Common Stock   40000     40000   D    
Stock Options (right to buy)   $4.13                      (4) 11/5/2019   Common Stock   16666     16666   D    
Stock Options (right to buy)   $11.9                      (5) 7/6/2021   Common Stock   30000     30000   D    

Explanation of Responses:
( 1)  Represents shares of common stock that were tendered to GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation ("Purchaser") pursuant to Purchaser's offer to purchase all outstanding shares of Global Traffic Network, Inc., a Nevada corporation (the "Issuer"), at a purchase price of $14.00 per share, net to the seller in cash, without interest and less any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on August 9, 2011, as amended and supplemented (the "Tender Offer").
( 2)  Includes restricted stock, with restrictions that lapse as to 8,333 shares on each of 11/5/2011 and 11/5/2012; as to 11,667 shares on 8/12/2012; and as to 11,666 shares on 8/12/2013.
( 3)  20,000 shares vest on each of 3/12/2012 and 3/12/2013.
( 4)  8,333 shares vest on each of 11/5/2011 and 11/5/2012.
( 5)  10,000 shares vest on each of 7/6/2012, 7/6/2013 and 7/6/2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PEZZIMENTI WILLIAM
LEVEL 42 NORTHPOINT
100 MILLER STREET
NORTH SYDNEY, C3 2060

Pres. & Director of ATN

Signatures
/s/ William Pezzimenti 9/27/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Global Traffic Network (NASDAQ:GNET)
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Global Traffic Network (NASDAQ:GNET)
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부터 6월(6) 2023 으로 6월(6) 2024 Global Traffic Network 차트를 더 보려면 여기를 클릭.